Affiliate Agreement

GREEN LOTUS TOOLS AFFILIATE AGREEMENT

 

This Green Lotus SEO Tools Affiliate Marketing Agreement (the “Agreement”) is made and effective [DATE] BETWEEN:

 

Green Lotus Tools Inc., a corporation incorporated and validly subsisting under the laws of the Province of Ontario, with offices located at 1 Yonge St. Suite 1801 Toronto, Ontario M5E 1E5, email bassem@greenlotus.com (the “Owner”).

 

AND: A Recipient

 

WHEREAS

 

  1. Recipient desires to participate in the Program, as defined herein;

 

  1. Owner desires to offer the Program and, in so doing, provide the Recipient with the right to promote the sale of the Tools, as further set forth herein;

 

Therefore, in consideration of the terms and provisions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties hereto agree as follows:

 

1.       DEFINITIONS

  1. “Commencement Date” means the date Recipient’s application for inclusion in the Program is approved by

Owner;

  1. “Confidential Information” means all information of a confidential nature which is disclosed to Recipient by Owner and which owner either indicates is confidential in nature or Recipient is able to reasonably conclude is confidential in nature, and includes but is not limited to IP, customer lists, supplier lists, financial and business information, sales projections and results, user statistics, pricing models, any information regarding this Agreement, the Program and any special treatment. Incentives or consideration in terms of commission rate or pricing for the Tools that the Recipient may receive;
  2. “IP” means any intellectual property and proprietary rights of Owner, whether licensed from a third party or owned, and includes all trademarks, trade names, logos, business names, inventions, discoveries, schematics, ideas (all whether patentable or not), industrial designs, software, hardware (and any manuals associated therewith), all copyrightable materials, including written works, artistic works, musical works, dramatic works, trade secrets, moral rights in all of the foregoing and all applications, renewals, extensions and modifications of the foregoing;
  3. “Losses” has the meaning given to it in Section 4(i);
  4. “Minimum Commitment” means two (2) new registered customers of the Tools in any consecutive three-month period of the Term;
  5. “Person” has the meaning ascribed to it in the Business Corporations Act (Ontario);
  6. “Program” means the Green Lotus SEO Tools affiliate program;
  7. “RURU” means Recipient’s Unique Referral URL;
  8. “Term” means the period from the execution date of this Agreement until the Agreement is terminated;
  9. “Terms and Conditions” means the terms and conditions for use of Tools, as published and amended or updated from time to time on the Website;
  10. “Tools” means the Green Lotus SEO Tools, as more particularly described on the Website
  11. “Website” means greenlotustools.com and any subdomains or other websites owned by Owner

 

2.       AFFILIATE PROGRAM REGISTRATION

  1. Execution of this Agreement by Recipient is a prerequisite for inclusion in the Program, and all Recipient’s rights with respect to the Tools and the Program will immediately cease upon the termination of this Agreement.
  2. Notwithstanding Recipient’s execution of the Agreement, the Owner reserves the right to approve or reject Recipient’s application for inclusion in the Program until the Commencement Date at the Owner’s absolute and sole discretion with no liability of any kind to Recipient in the event Recipient’s application is rejected.

 

3.       NO REPRESENTATIONS REGARDING INCOME

The Owner makes no representations, warranties or guarantees regarding the income potential for Recipient’s participation in the Program and disclaims all such representations, warranties or guarantees regarding the income potential from the Recipient’s affiliate status, whether express or implied and whether provided for by statute or not.

 

4.       RESPONSIBILITIES OF RECIPIENT

  1. Recipient shall, as at the Commencement Date, place and maintain at all times during the Term an image advertisement and/or text advertisement on its primary website in a prominent location, linking to the RURU on the Website, unless the parties hereto agree otherwise. The Recipient is required to, at all times during the Term, link to the RURU to gain credit for customer registrations and any compensation derived therefrom and payable to Recipient;
  2. Recipient will have a unique promotional code provided by Ownerto provide to its customers who wish to register directly on the Website. The use of the promotional code will be tracked by Owner in determining any compensation derived therefrom and payable to Recipient;
  3. Recipient shall at all times during the Term strictly comply with and abide by the Terms and Conditions;
  4. Recipient may not alter, edit or otherwise change any image advertisements or text advertisements provided by the Owner;
  5. Recipient consents to the Owner monitoring the Recipient website to ensure continual compliance with this

Agreement and Recipient will cooperate reasonably in permitting such monitoring;

  1. Recipient consents to the Owner collecting and including information concerning traffic generated from the Recipient in Owner’s internal reports, data summaries and documentation. This information may be provided to third parties, and Owner and Recipient agree that such information shall be anonymized information;
  2. Recipient agrees that, during the Term, Owner may indicate on the Website and elsewhere that Recipient is a participant in the Program;
  3. The Recipient may only place links to the Tools in solicited emails and will strictly comply with all applicable laws of any applicable jurisdiction, including but not limited to the Canadian Anti-SPAM Legislation (CASL);
  4. The Recipient is solely responsible for all materials pertaining to the Recipient’s website including content, maintenance, operation and the placement of links in compliance with the terms of the Program. The Owner is not responsible for any matter pertaining to the Recipient’s website or the content thereof, nor for any matter pertaining to any use of social media by Recipient which may be related to the Tools, Program or Owner’s business, and Recipient holds the Owner harmless and indemnifies the Owner from any and all liabilities, claims, actions, demands, judgments, losses, costs, damages and expenses (including legal costs) (“Losses”) related in any way to the Recipient’s website, business or use of social media;
  5. Recipient must provide to Owner that number of registered Customers equivalent to the Minimum Commitment during any year of the Term. For greater clarity, existing customers who renew their subscription to any Tools shall not form part of the Minimum Commitment in any subsequent year following that customer’s initial registration with Owner.

 

5.       ANTI-SPAM POLICY

The Owner expressly forbids the use of unsolicited emails and other forms of communication contrary to the Canada Anti-Spam Legislation (CASL). A violation of any of the CASL rules and regulations by Recipient shall be grounds for immediate termination of this Agreement pursuant to Section 13(a) herein. In addition,

  1. The Recipient will be held accountable for any Losses sustained through the contravention of this Agreement;
  2. The Owner will disclose all information required by anti-spam investigating authorities and for such purpose, Recipient will be deemed to have consented to such disclosure.

 

6.       CUSTOMER SERVICE

The Owner will be responsible for handling all customer service enquiries, product orders, billing and collection relative to the customers that enter the Website from links on the Recipient’s website/RURU, or with the use of the Recipient’s promotional code.

  1. The Owner is only responsible for tracking the customers from the RURU and customers using the Recipient’s promotional code. The Recipient can login to https://greenlotustools.com/affiliatearea to monitor and ascertain the number of customers who have used the Recipient’s promotional code and/or RURU to purchase the Tools.
  2. The Owner will have no obligation to provide the Recipient with any specific information relative to any customer, their use of the service or any other Confidential Information.

 

7.       OWNERSHIP OF CUSTOMERS

All parties who make a purchase are deemed to be the Owner’s customers and not the Recipient’s customers. The Owner will have the right to contact these customers and send future marketing offers to them. Recipient has no right or authority to amend an offer, provide any different offers relating to the Tools or the Program, or otherwise attempt to bind Owner in any way with respect to any customer. The Owner reserves the right to amend the Terms and

Conditions, its policies, pricing, payment policies, collection policies and all other items relative to the Owner’s business and sale of products and services to customers, at any time, in its sole discretion.

 

8.       FINANCIAL RESPONSIBILITIES

The Recipient will be fully responsible for all costs and expenses resulting from its marketing of the Tools, including and not limited to costs incurred for changes to the Recipient’s website to include the Program, online marketing campaign costs and offline marketing costs. The Recipient hereby indemnifies and holds the Owner harmless from any Losses in this regard.

 

9.       COMPENSATION

  1. Recipient’s sole compensation under this Agreement shall be commission income earned on Sales, as defined below;
  2. Commissions will only be paid on sales made by Owner to customers where the source of such sales is verified by Owner’s tracking system to be the RURU or the Recipient’s unique promotional code and for which the Owner has received the net purchase amount (after application of any promotions, discounts or other applicable reductions in pricing and exclusive of HST payable by the customer to Owner) therefor in full from Recipient’s customer (each a “Sale”, together “Sales”) and for greater clarity, Owner shall not be obliged to pay commission compensation to Recipient with respect to any Sale until the full amount of the Tools package to be paid by the relevant customer has been received by Owner;
  3. Recipient will become eligible to receive commission compensation on a bi-annual basis, on March 1 and September 1 of each year. Recipient shall at all times during the Term be provided with access to Owner’s affiliatetracking system which shall provide Recipient with information reasonably required by Recipient in order to calculate Recipient’s commission income owed.  Recipient shall prepare a written invoice on this basis, with HST charged separately, and submit the invoice to Owner.  Owner shall pay the invoice within thirty (30) days of receiving it from Recipient.  For greater clarity Owner has no obligation to pay Recipient any interest earned on revenue received by Owner from Sales for which commissions have not yet been paid.  Recipient is solely liable for remitting all requisite HST owing and shall indemnify and save harmless Owner against any Losses in this respect.  Recipient may charge interest for overdue payments of invoices in the amount of two

(2%) per annum;

  1. Commission Percentage of 20% will be calculated based upon the net purchase amount paid by any relevant customer as part of a Sale;
  2. During the Term, commission compensation will continue to be earned by and payable to Recipient during the

Term in respect of Sales where customer renews their subscription to the Tools (“Ongoing Commission

Compensation”), provided that (i) such subsequent commission compensation shall be based solely upon the net purchase price then being paid by customer pertaining to any renewal and (ii) the rights of Recipient to receive and be paid such subsequent commission compensation shall immediately cease upon a termination of the

Agreement pursuant to sections 13(a) or 13(b) herein;

  1. Commission compensation and Ongoing Commission Compensation shall not be payable in any circumstances where Recipient does not maintain or otherwise do all things necessary to ensure that the RURU and/or Recipient’s promotional code are not modified by Recipient and can be utilized or referenced by Owner to track any relevant Sale.

 

10.   TREATMENT OF INTELLECTUAL PROPERTY

The Recipient will only use any IP provided to it by Owner for the purpose of promoting the Tools.  In addition:

  1. any images forming part of the IP may only be used if they contain a hyperlink to the Recipient’s unique referral

URL on the Website;

  1. The Recipient will not use the IP in any way that may be illegal, immoral or in any way damaging, defamatory, disparaging or which would reasonably cause an adverse effect to the Owner’s business or reputation and

Recipient will not interfere in any way with Owner’s ownership of the IP;

  1. The Recipient grants the Owner a non-exclusive right and license to use the Recipient’s trademark, business name, logos, website URL and other intellectual property of Recipient for the sole purpose of promoting the Recipient’s participation in the Program. The Recipient represents that no other party owns these materials and that these materials do not infringe upon or otherwise interfere with the rights of another party. The Recipient warrants it is the absolute, sole, exclusive owner of all such material and has the authority to license the material for use by Owner as stated. The Owner has no obligation to announce, promote, advertise or market the Recipient’s participation in the Program, but may do so at its sole discretion.

 

11.   REPRESENTATIONS AND WARRANTIES

The Recipient hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement, and that this Agreement is a valid and legally enforceable agreement. Entry into this Agreement has been duly authorized by all necessary corporate or business actions and approvals. The Recipient’s entry into this Agreement is not prohibited by the terms of any other document, and is not contrary to any law, rule, regulation or order. Recipient

warrants to the Owner that its website does not and will not contain any materials that are illegal, and that the Recipient’s website is not operated for an illegal purpose or in an illegal manner.

 

12.   FORCE MAJEURE

Neither party hereto shall be required to observe the terms and provisions of this Agreement during any time period in which a force majeure event occurs.  A force majeure event shall include fire, tempest, lightning, war, insurrection, labour strike, earthquake, natural calamity, riot or any other circumstance beyond the reasonable control of the affected party.  The affected party shall notify the other party hereto immediately in writing of the existence of a force majeure event and shall take all reasonable steps to minimize the duration of the circumstances causing such event.  All obligations contained herein shall be suspended only during the time period of such force majeure event.

 

13.   TERMINATION

  1. Owner may terminate this Agreement at any time without notice to Recipient in the event (i) Recipient breaches any provision of this Agreement and Recipient fails to cure such breach within any curative period provided, (ii) Owner, in its sole reasonable discretion, determines that Recipient’s website or business is not acceptable, or becomes unacceptable, to the Owner or the image the Owner wishes to create in association with the Program, including but not limited to offensive, abusive, derogatory, defamatory, racist, sexist and other objectionable materials, or (iii) the Recipient fails to meet its Minimum Commitment in any given year of the Term. In the event of any of the above occurring, Recipient shall not receive any Ongoing Commission Compensation and shall continue to be responsible for abiding by any terms of this Agreement which survive termination and liable for any breach of same;
  2. Recipient may terminate this Agreement at any time upon written notice to Owner. In such event, Recipient shall not receive any Ongoing Commission Compensation but shall continue to be responsible for abiding by any terms of this Agreement which survive termination and liable for any breach of same;
  3. Owner may terminate this Agreement at any time without prior written notice at the Owner’s absolute discretion. In such event, Recipient shall receive Ongoing Commission Compensation for six (6) months following the date of terminationAll commission compensation due and owing to Recipient in such event is due and payable no later than 190 days following the date of termination;
  4. Notice of termination shall be in writing.

 

14.   MODIFICATIONS

The Owner reserves the right in its sole and absolute discretion to unilaterally modify any terms and conditions of the Program and terms and conditions of this Agreement, upon written notice to the Recipient. The Recipient may terminate this Agreement in the event these modifications are unacceptable to the Recipient, and such termination shall be the Recipient’s sole and exclusive remedy. In the event the Recipient continues to participate in the Program, the Recipient will be deemed to accept the aforementioned modifications. The termination referred to above shall be treated, with respect to payment of commission compensation, as a termination under Section 13(b) herein.

 

15.   LIMITATION ON LIABILITIES

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE OWNER MAKES NO EXPRESS OR IMPLIED WARRANTY OR

CONDITION, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE WITH RESPECT TO

ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR SERVICE, OR USE THE RECIPIENT’S LINK

TO DO SO, RECIPIENT’S PARTICIPATION IN THE PROGRAM, RECIPIENT’S ABILITY TO EARN COMMISSION COMPENSATION

OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THE AFFILIATE PROGRAM, OR THAT OWNER’S WEBSITE AND

SERVICE, INCLUDING LINK TRACKING, WILL BE FREE FROM ERROR OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION AND OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER IMPOSED BY STATUTE OR NOT.

 

OWNER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY

OR PUNITIVE DAMAGES (INCLUDING LOST REVENUE, LOST BUSINESS OPPORTUNITY AND LOST PROFITS) AND IN ANY

EVENT, EXCEPT WITH REGARD TO DIRECT DAMAGES  TO REAL OR TANGIBLE PERSONAL PROPERTY, OR FOR BODILY

INJURY OR DEATH TO THE EXTENT PROXIMATELY CAUSED BY OWNER’S GROSS NEGLIGENCE OR WILLFUL BLINDNESS, OWNER’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSION COMPENSATION PAID AND PAYABLE BY OWNER TO RECIPIENT HEREUNDER UP TO THE TIME OF THE INCURRING OF SUCH LIABILITY.

THE PROVISIONS OF THIS SECTION SHALL APPLY IF LOSS, DAMAGE OR INJURY IRRESPECTIVE OF CAUSE OR ORIGIN,

RESULTS, DIRECTLY OR INDIRECTLY, TO PERSON OR PROPERTY FROM PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS IMPOSED BY THIS AGREEMENT OR FROM THE NEGLIGENCE, ACTIVE OR OTHERWISE, OF OWNER, ITS AGENTS OR EMPLOYEES.

OWNER SHALL NOT BE LIABLE FOR AND OWNER SHALL BE INDEMNIFIED AND HELD HARMLESS BY RECIPIENT AGAINST, ALL LOSSES (AS THAT TERM IS DEFINED IN THE AGREMENT), ARISING OUT OF ANY OF THE FOLLOWING:

  • CLAIMS FOR LIBEL, SLANDER, HARASSMENT, ILLEGAL, IMPROPER OR UNAUTHORIZED USE OF THE TOOLS BY ANY

PERSON, INFRINGEMENT OF COPYRIGHT OR UNAUTHORIZED USE OF ANY TRADE-MARK, TRADE NAME OR SERVICE

MARK, ARISING FROM THE MATERIAL, DATA, INFORMATION OR OTHER ACTIONS OR OMISSIONS OF RECIPIENT OR ITS BREACH OF THE OBLIGATIONS OF THIS AGREEMENT;

  • CLAIMS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY (INCLUDING PATENTS, TRADE-MARKS AND

COPYRIGHT) ARISING FROM COMBINING OR CONNECTING OWNER’S IP WITH SERVICES, EQUIPMENT, FACILITIES AND SYSTEMS OF RECIPIENT OR RECIPIENT’S INTELLECTUAL PROPERTY; OR

  • DAMAGE TO BUSINESS OR PROPERTY OR INJURY TO OR DEATH OF ANY PERSON, OCCASIONED BY OR IN

CONNECTION WITH ANY ACT OR OMISSION OF RECIPIENT OR OF ANY PERSON UTILIZING RECIPIENT’S UNIQUE REFERRAL URL, UNIQUE PROMITIONAL CODE, SERVICES, EQUIPMENT OR FACILITIES WITH OR WITHOUT THE CONSENT OR KNOWLEDGE OF RECIPIENT.

 

RECIPIENT ACKNOWLEDGES THAT THE ECONOMIC TERMS OF THE AGREEMENT REFLECT THE ALLOCATION OF RISK SPECIFIED IN THIS SECTION 15 AND SUCH ALLOCATION OF RISK IS A SIGNIFICANT INDUCEMENT FOR OWNER TO ENTER INTO THE AGREEMENT WITH RECIPIENT.

 

16.   CONFIDENTIALITY

The Recipient agrees that all Confidential Information represents special, unique assets of Owner.  Recipient agrees to maintain and protect the confidential nature of the Confidential Information and take such steps as are necessary to prevent any unauthorized use, access and disclosure of same, using at least degree of care, prudence and discretion as meets the higher standard of (a) that which a person in a similar circumstance or position would exercise in protecting information that person deemed to be confidential in nature, or (b) that which is objectively reasonable according to the standards of the industry pertaining to the business of Owner and will not divulge Confidential Information during the Term or afterward to any person except (a) with the prior written consent of the Owner, (b) to other employees or contractors of the Recipient who have a need to know such Confidential Information and have themselves executed an agreement with the Owner which includes confidentiality provisions substantially similar to those contained in this Agreement, (c) if the information is already in the public domain through no act of the Recipient or (d) as required by law.  Upon termination of this Agreement, the Recipient will, at the Owner’s direction, forthwith deliver to and leave with the Owner (and shall not retain any copy or duplicate thereof) any Confidential Information, or destroy the Confidential Information and provide the Owner with a statutory declaration executed by an officer of Recipient indicating that this has been done.  The obligations of the Recipient under this paragraph shall survive the termination of the Agreement.

 

17.   INDEMNIFICATION AND REMEDIES

The Recipient hereby indemnifies and holds the Owner and all its shareholders, directors, officers, employees, contractors, agents, affiliates and representatives (“Owner Group”) harmless from and against any Losses any member of Owner Groupmay incur arising from (a) the Recipient’s participation in the Program, (b) any claims that any of the Recipient trademarks or intellectual property infringes upon the rights of another party, (c) the Recipient breaches any terms contained in this Agreement, or (d) any claim related directly or indirectly to the Recipient’s use, operation or content of the Recipient’s website.  In the event of a breach of this Agreement by Recipient for which monetary damages would not provide adequate compensation, the Owner Group member so indemnified may obtain an injunction or other similar remedy against Recipient and Recipient shall (a) be deemed to have consented to any such remedy, (b) be liable to pay the Owner Group member so indemnified forthwith for any and all Losses associated with obtaining such remedy (and for such purpose, Owner may set off such Losses against any commission compensation due and owing to Recipient during the Term or following termination, and (c) shall agree that the Owner Group member so indemnified shall not be required to post a bond or other form of security in order to obtain such remedy.

 

18.   GOVERNING LAW

This Agreement shall be interpreted under the laws of the Province of Ontario and the parties hereto attorn to the jurisdiction of the courts of the Province of Ontario.  Any and all legal actions relative to this Agreement shall be conducted in Toronto, Ontario.

 

19.   RELATIONSHIP OF THE PARTIES

The parties of this agreement are independent contractors and nothing contained herein shall be interpreted as creating any relationship (including joint venturers, partners, employer-employee or agency) other than that of independent contracting parties and neither party hereto has the power or authority to bind the other party hereto to any obligation, agreement, debt or liability with or to any third party.

 

20.    OTHER GENERAL TERMS AND NON-COMPETITION/NON-SOLICITATION

 

During the Term and, in the event this Agreement is terminated under sections 13(a) or 13(b), for a period of one (1) year following the date of termination of the Agreement (together the “Restricted Period”) (a) Recipient will not, directly or indirectly, invest in, own, manage, operate, control, participate in, be employed by, consult for, or be associated with any person engaged in or planning to become engaged in any business whose activities or products compete in whole or in part with the business of the Owner anywhere in North America and (b) Recipient will not, directly or indirectly, (i) induce or attempt to induce any employee or contractor of the Owner to leave their employment or independent contractor relationship; (ii) interfere with the relationship between the Owner and any employee or independent contractor, including any other affiliate participating in the Program; (iii) employ or otherwise engage as an employee, independent contractor, consultant or otherwise any employee or independent contractor of the Owner; or (iv) interfere with the relationship between any customer, supplier, licensee or other business entity and Client.  Recipient  agrees that in case of a breach of this Agreement, Owner shall be entitled to all legal and equitable remedies, including damages and injunctive relief, to the full extent permitted by applicable law. Recipient may not at any time make any derogatory statements which adversely affect the reputation or business prospects of Owner.  Recipient agrees that these restrictions are reasonable under the circumstances and these restrictions represent a significant inducement for Owner to enter into this Agreement.

The Terms constitute the entire agreement between the parties hereto, superseding any prior agreements, written or oral, between the parties. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law or invalid, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law (or, at the direction of the court, severed) and the remaining provisions of the Agreement will remain in full force and effect.

Recipient may not assign this Agreement to any other person without the prior written consent of Owner.  Owner may assign this Agreement without the prior written consent, but upon notice to, Recipient. Headings and section numbers are for reference purposes only and form no part of the Agreement. The Agreement shall be read with the changes in gender or number appropriate to the context.  The parties hereto agree to do all additional acts and execute all additional documents to give best effect to this Agreement.  This Agreement enures to the benefit of and are binding on each party’s respective heirs, executors, assigns and personal representatives.

Notice shall be delivered in writing by electronic communication to the email address or facsimile number provided by each party on the first page of this Agreement. Notice shall be deemed to be delivered on the day it is sent.

Any obligations of indemnification by Recipient, payment by Owner of any commission compensation properly due and owing hereunder, treatment of Confidential Information and IP by Recipient and obligations of non-competition and non-solicitation shall survive the termination of this Agreement indefinitely or, in the case of non-competition and nonsolicitation obligations, for the period of time referred to in this section 20.

 

Recipient acknowledges that it has had the opportunity to obtain independent legal advice regarding this Agreement and its execution and it has done so or waived its right to do so.  If it has not done so or waived that right, it acknowledges that its authorized representatives understand the contents of this Agreement, that it is executing the Agreement voluntarily and without pressure from the Owner and that it may not use this waiver as a defence against any action taken under this Agreement by Owner.

 

Nothing in this Agreement shall obligate Owner or Recipient to enter any other or further agreement or arrangement and nothing in this Agreement requires either party to deal exclusively or preferentially with the other in connection with the business of either party.

 

The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach by such party.

 

This Agreement may be executed in counterparts and a facsimile or signed pdf copy of this Agreement (including digital signature) shall be held to be an original copy of the Agreement.

 

 

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